DOCSLIB.ORG

Companies Listed in Schedule "A"

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text

Load more

Court File No. CV12-9767-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES'REDITORS ARRANGEMENT ACT, R.S.C.1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CINRAM INTERNATIONAL INC., CINRAM INTERNATIONAL INCOME FUND, CII TRUST AND THE COMPANIES LISTED IN SCHEDULE "A" Applicants MOTION RECORD (Motion Returnable August 21, 2012) GOODMANS LLP Barristers & Solicitors Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, Canada MSH 2S7 Robert J. Chadwick LSUC¹:35165K Melaney J. Wagner LSUC¹:44063B Caroline Descours LSUC¹:58251A Tel: 416.979.2211 Fax: 416.979.1234 Lawyers for the Applicants l Court File No. CV12-9767-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES'REDITORS ARRANGEMENT ACT, R.S.C.19S5, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CINRAM INTERNATIONAL INC., CINRAM INTERNATIONAL INCOME FUND, CII TRUST AND THE COMPANIES LISTED IN SCHEDULE "A" Applicants INDEX Tab., ': : '.,:,:.:;--'-.';:,.;.,Docum'ent Notice of Motion dated August 14, 2012 Affidavit of John H. Bell August 14, 2012 A Exhibit A —Asset Purchase Agreement dated June 22, 2012 among Cinram International Inc. and Cinram Group Inc., formerly Cinram Acquisition, Inc. (without schedules or exhibits) B Exhibit B —Approval and Vesting Order of the Ontario Superior Court of Justice (Commercial List) dated July 12, 2012 C Exhibit C —Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of all Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief of the United States Bankruptcy Court for the District of Delaware dated July 25, 2012 Exhibit D —Listed Closing Assigned Contracts Exhibit E —Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 6, 2012 Exhibit F —Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 13, 2012 Exhibit 6 —Second Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 18, 2012 Exhibit H —Third Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 19, 2012 Exhibit I —Fourth Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 20, 2012 Exhibit J —Fifth Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 23, 2012 Exhibit K —Sixth Supplement to Notice of Proposed Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale of Substantial Assets of the Debtors dated July 24, 2012 Exhibit L —Affidavit of John Bell sworn June 23, 2012 (without exhibits) Exhibit M —Affidavit of Mark Hootnick sworn June 23, 2012 (without exhibits) Exhibit N —Presentation of Najafi Companies re: Cinram Acquisition dated July 2012 Draft Assignment Order SCHEDULE "A" Additional Applicants Cinram International General Partner Inc. Cinram International ULC 1362806 Ontario Limited Cinram (U.S.)Holding's Inc. Cinram, Inc. IHC Corporation Cinram Manufacturing LLC Cinram Distribution LLC Cinram Wireless LLC Cinram Retail Services, LLC One K Studios, LLC I f Court File No. CV12-9767-00C!. ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES'EEDITORS ARRAWGEMElVT ACT, R.S.C.19S5,c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CINRAM INTERNATIONAL INC., CINRAM INTERNATIONAL INCOME FUND, CII TRUST AND THK COMPANIES MISTED IN SCHEDULE "A" NOTICE OF MOTION (returnable August 21, 2012) The Applicants will bring a motion before a Judge of the Commercial List on August 21, 2012, at 10:00 a.m. or as soon after that time as the matter may be h'card at 330 University Avenue, Toronto, Ontario. PROPOSED METHOD OF HEARING: The motion is to be heard orally. 1. THE APPLICANTS MAKE A MOTION FOR AN ORDER: (a) abridging the time for and validating the service of this Notice of Motion and .he Motion Record and dispensing with further service thereof; (b) assigning the rights and obligations of Cinram International Inc, ("CII") under certain contracts, agreements and leases to Cinram Group, Inc., formerly knowr as Cinram Acquisition, Inc. (the "Purchaser" ) and/or one or more entities nominated to take assignment of such contracts in accordance with the Asset Purchase Agreement (defined below) pursuant to section 11.3 of the Companies Arrangement Act, R.S.C. 1985, c. C-36, as emended (the "CCAA");'reditors and (c) such further and other relief as counsel may request and this Honourable Cou;t deems just. THE GROUNDS FOR THE MOTION ARE: (a) On June 25, 2012, this Honourable Court made an Order (the "Initial Order" ), inter alia: (i) granting a stay of proceedings under the CCAA against the Applicants, Cinram International Limited Partnership (together with the Applicants, the "CCAA Parties" ) and the subsidiaries of the CCAA Parties that are also party to agreements to which the CCAA Parties are parties; (ii) appointing FTI Consulting Canada Inc. as the monitor (the "Monitor" ) of the CCAA Parties in these CCAA proceedings; and (iii) appointing Cinram International ULC ("Cinram ULC") as the foreign representative of the CCAA Parties. (b) On July 12, 2012, this Honourable Court made an order (the "Approval and Vesting Order" ), inter alia: (i) approving the sale of substantially all of the property and assets used in connection with the business carried on by Cinram Fund and its direct and indirect subsidiaries (collectively, "Cinram") in North America contemplated by an asset purchase agreement between CII and the Purchaser dated June 22, 2012 (the "Asset Purchase Agreement" ); (ii) approving the sale of the shares of Cooperatie Cinram Netherlands UA pursuant to the binding purchase offer dated June 22, 2012 (the "Purchase Offer") provided by the Purchaser to CII and 1362806 Ontario Limited (together with CII, the "Share Sellers" ); (iii) authorizing CII to enter into the Asset Purchase Agreement and the Share Sellers to enter into the Purchase Offer; (iv) authorizing CII, Cinram Inc., Cinram Retail Services LLC, One K Studios, LLC, Cinram Distribution LLC and Cinram Manufacturing LLC (collectively, the "Asset Sellers" ) to complete the transactions contemplated by the Asset Purchase Agreement (the "Asset Sale Transaction" ); and (v) authorizing the Share Sellers to complete the transactions contemplated by the Purchase Offer (the "Share Sale Transaction", together with the Asset Sale Transaction, the "Sale Transaction" ). (c) On July 25, 2012, Cinram ULC obtained an order under chapter 15 of title 11 of the United States Code, as amended from time to time (the "Bankruptcy Code") from the United States Bankruptcy Code from the United States Bankruptcy Court for the District of Delaware (the "U.S.Court" ), inter alia, recognizin: on a final basis these CCAA proceedings as the "foreign main proceedings" of the CCAA Parties and recognizing on a final basis the Initial Order. (d) On July 25, 2012, Cinram ULC obtained an order (the "Sale Recognitiiin Order" ) under chapter 15 of the Bankruptcy Code from the U.S. Court, inter aA'c, recognizing the Approval and Vesting Order, authorizing the assumption an!i assignment of certain executory contracts and unexpired leases, and granting certain related relief. (e) The CCAA Parties, with the assistance of their advisors and the Monitor, ha:,e continued to work with the Purchaser with respect to the Sale Transa~;"! ';:,. including working to satisfy the closing conditions to the Sale Transaction. (f) The Asset Purchase Agreement requires the Applicants to seek and obl,.n Canadian and U.S. court approval with respect to the assignment of certain contracts designated by the Purchaser for assignment and assumption prior to and after Closing. (g) The Applicants are seeking the assignment of those contracts, agreements an,l leases relating to the business and assets being sold under the Asset Pur:.;ha, e Agreement to which CII is a party and in respect of which consent is required '-!..t not obtained that have been designated by the Purchaser up to and follower!g Closing for assignment and assumption in accordance with the terms of the Asset Purchase Agreement (collectively, the "Assigned Contracts" ). (h) Assignment of contracts and agreements with Material Customers and European Material Customers (each as defined in the Asset Purchase Agreement) and contracts designated by the Purchaser for assignment that do not require consent to assignment pursuant to their terms is not being sought as part of this motion as these will be addressed through consents in accordance with the Asset Purchase Agreement and/or will be transferred as part of the general transfer of assets under the Approval and Vesting Order and Sale Recognition Order. -4- (i) It is not practically possible for CII to obtain consensual assignment agreements relating to each of the Assigned Contracts to be assigned on Closing prior to the expected timing of Closing. (j) The CCAA Parties have made extensive efforts to notify parties whose contracts, agreements and/or leases may be subject to designation for assignment and assumption by the Purchaser in accordance with the Asset Purchase Agreement.
Recommended publications
  • Moving Forward Annual Report 2010 About Cinram

    Moving Forward Annual Report 2010 About Cinram

    MOVING FORWARD ANNUAL REPORT 2010 ABOUT CINRAM Cinram International Inc. is an indirect, wholly owned subsidiary of Cinram International Income Fund. We are one of the world’s largest providers of pre-recorded multimedia products and related logistics services. Our facilities in North America and Europe have the capacity to manufacture approximately 2.1 billion DVDs, 57 million Blu-ray discs and 459 million CDs each year. An integral part of our offering is distribution and supply-chain management services, which we provide to customers such as motion- picture studios, music labels, video game publishers, computer software companies, telecommunications companies and retailers around the world. At the end of 2010, Cinram had approximately 8,800 employees worldwide. Our units are listed on the Toronto Stock Exchange under the symbol CRW.UN. www.cinram.com 2 Taking the reins 4 Building the bridge 6 Raising the bar 8 Chairman’s message 9 Letter to unitholders 13 Management’s Discussion and Analysis 59 Consolidated Financial Statements 64 Notes to the Consolidated Financial Statements 104 Financial Highlights 106 Comparative Balance Sheets OVER THE PAST YEAR WE CONTINUED TO ADD VALUE, PROVIDE SOLUTIONS AND DELIVER EXCITEMENT. DESPITE SOME SIGNIFICANT BUSINESS CHALLENGES, WE STAYED FOCUSED ON MAKING FUNDAMENTAL IMPROVEMENTS AND PUTTING IN PLACE THE FOUNDATIONAL CHANGES THAT WILL ALLOW US TO CAPITALIZE ON FUTURE OPPORTUNITIES. NOW WE’RE MOVING FORWARD ON OUR STRATEGIC PLAN, ENHANCING BOTH OUR PHYSICAL AND DIGITAL OFFERINGS, AND ENSURING THAT A WORLD-CLASS ORGANIZATION WILL ONLY GET BETTER. Cinram 2010 Annual Report 1 TAKING THE REINS SOMETIMES THE TOUGHEST CIRCUMSTANCES BRING OUT THE BEST IN PEOPLE.
  • In the United States Bankruptcy Court for the District of Delaware

    In the United States Bankruptcy Court for the District of Delaware

    IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -------------------------------------------------------------- x In re : Chapter 15 : CINRAM INTERNATIONAL INC., et al.,1 : Case No. 12-11882 (KJC) : Debtors in a Foreign Proceeding. : Jointly Administered : -------------------------------------------------------------- x Ref. Docket Nos. 50, 57, 59, 65, 69, 78, 85, 93, 98 and 114 NOTICE OF ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION WITH THE SALE OF SUBSTANTIAL ASSETS OF THE DEBTORS PLEASE TAKE NOTICE THAT on June 25, 2012, Cinram International ULC, in its capacity as the authorized foreign representative (the “Foreign Representative”) for the above-captioned debtors (collectively, the “Debtors”), filed the Foreign Representative’s Motion for Entry of an Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief (Dkt. No. 9) (the “Motion”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). PLEASE TAKE FURTHER NOTICE THAT on July 12, 2012, the Ontario Superior Court of Justice (the “Canadian Court”) entered the Approval and Vesting Order (the “Canadian Sale Order”) (Dkt. 57) which approved the sale of substantially all of the property and assets used in connection with the business carried on by the Debtors in North America. PLEASE TAKE FURTHER NOTICE THAT that on July 25, 2012, the Bankruptcy Court entered the Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of All Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief (the “Sale Order”) (Dkt.
  • Strategic Report for Warner Music Group, Inc

    Strategic Report for Warner Music Group, Inc

    STRATEGIC REPORT FOR WARNER MUSIC GROUP, INC. ELIHU BOGAN SAMUEL MEEHAN PATRICK FLEMMING April 19, 2007 TABLE OF CONTENTS EXECUTIVE SUMMARY.................................................... 3 COMPANY BACKGROUND ................................................. 4 COMPETITIVE ANALYSIS ................................................. 6 INTERNAL RIVALRY ............................................... 6 ENTRY .............................................................. 10 SUBSTITUTES AND COMPLEMENTS ............................... 11 SUPPLIER POWER ................................................. 14 BUYER P OWER..................................................... 15 SWOT ANALYSIS ........................................................ 16 FINANCIAL ISSUES ....................................................... 17 STRATEGIC ISSUES ...................................................... 20 RECOMMENDATIONS ..................................................... 24 2 EXECUTIVE SUMMARY Since its birth as a music publisher in 1929, Warner Music Group (WMG) has managed and produced a wide-range of successful musicians and performers, and now boasts a recorded music portfolio of over 38,000 artists. WMG’s artists include such big names as Led Zeppelin, The Doors, Green Day, and The Red Hot Chili Peppers, and the company owns the rights to 29 of the top 100 best selling albums of all time.i WMG’s business consists of two divisions: Recorded Music and Music Publishing. The Recorded Music business produces revenue through the marketing, sale and licensing
  • In the United States Bankruptcy Court for the District of Delaware

    In the United States Bankruptcy Court for the District of Delaware

    IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 15 ) 1 CINRAM INTERNATIONAL INC., et al., ) Case No. 12-11882 (KJC) ) Debtors in a Foreign Proceeding. ) Jointly Administered ) ) AFFIDAVIT OF SERVICE I, Gil Hopenstand, being duly sworn according to law, depose and say that I am employed by Kurtzman Carson Consultants LLC, the claims and noticing agent for the Debtors in the above-captioned cases. On July 27, 2012, at my direction and under my supervision, employees of KCC caused the following document to be served via First Class mail on the service lists attached hereto as Exhibit A and Exhibit B: • Order Granting Recognition of Foreign Main Proceeding and Certain Related Relief on a Final Basis [Docket No. 97] Also on July 27, 2012, at my direction and under my supervision, employees of KCC caused the following document to be served via First Class mail on the service lists attached hereto as Exhibit A and Exhibit C: • Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of All Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Docket No. 98] [Continued to next page] 1 The last four digits of the United States Tax Identification Number or Canadian Business Number, as applicable, of each of the Debtors follow in parentheses: (a) Cinram International Inc. (4583); (b) Cinram (U.S.) Holding’s Inc. (4792); (c) Cinram, Inc. (7621); (d) Cinram Distribution LLC (3854); (e) Cinram Manufacturing LLC (2945); (f) Cinram Retail Services LLC (1741); (g) Cinram Wireless LLC (5915); (h) IHC Corporation (4225); and (i) One K Studios, LLC (2132).
  • UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C

    UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C

    Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32502 Warner Music Group Corp. (Exact name of Registrant as specified in its charter) Delaware 13-4271875 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 75 Rockefeller Plaza New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 275-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $.001 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
  • In the United States Bankruptcy Court for the District of Delaware

    In the United States Bankruptcy Court for the District of Delaware

    IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -------------------------------------------------------------- x In re : Chapter 15 : CINRAM INTERNATIONAL INC., et al.,1 : Case No. 12-11882 (KJC) : Debtors in a Foreign Proceeding. : Jointly Administered : -------------------------------------------------------------- x NOTICE OF PROPOSED POTENTIAL ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION WITH THE SALE OF SUBSTANTIAL ASSETS OF THE DEBTORS PLEASE TAKE NOTICE THAT on June 25, 2012, Cinram International ULC, in its capacity as the authorized foreign representative (the “Foreign Representative”) for the above-captioned debtors (collectively, the “Debtors”), filed the Foreign Representative’s Motion for Entry of an Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief (Dkt. No. 9) (the “Motion”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). PLEASE TAKE FURTHER NOTICE THAT on July 12, 2012, the Ontario Superior Court of Justice (the “Canadian Court”) will consider the proposed Approval and Vesting Order (the “Canadian Sale Order”) approving the sale of substantially all of the property and assets used in connection with the business carried on by the Debtors in North America. PLEASE TAKE FURTHER NOTICE THAT the Bankruptcy Court has scheduled a hearing before the Honorable Kevin J. Carey in Room 5 of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on July 25, 2012 at 10:00 a.m.
  • 2005 ANNUAL REPORT Do You Hear It?

    2005 ANNUAL REPORT Do You Hear It?

    Do you hear it? It’s everywhere. 2005 ANNUAL REPORT Do you hear it? Pictured on the cover: Yi Ping Ho, Senior Manager, Strategic Planning and Business Development 4 Listening to Hung Up by Madonna dear shareholder This year Warner Music Group has emerged as a leader in the MORPHING WMG FROM A RECORDS- AND SONGS-BASED digital music realm, and became the only publicly-traded COMPANY TO A MUSIC-BASED CONTENT COMPANY independent music company in the United States. One of the reasons my partners and I invested in Warner Music Group is that we believed we could drive innovation Warner Music Group today is a high-performing, innovative within the industry by making the transition from a records- and streamlined global company, with an industry-leading man- and songs-based company to a music-based content company. agement team and some of the world’s greatest musical artists. For us a “music-based content company” is a multifaceted And this is just the beginning. Our ongoing transformation company designed to maximize the potential of our artist- as a company is geared to seizing the opportunities in the branded content. rapidly changing music industry for the mutual benefit of our shareholders, artists and customers. We have taken an industry-leading approach to monetize our existing content through the development of new and multiple As we bring you our first annual report, we are proud to share revenue streams. We are highly focused on extracting the with you some of this year’s accomplishments that demon- greatest value from all of our content, including music strate how Warner Music Group is evolving.